Nokia 2013 Annual Report Download - page 126

NOKIA IN 2013
124
The above mentioned interim roles ended eff ective May,
, as a result of Nokia announcing its new strategy and
changes to its leadership. Nokia Board appointed, eff ective
from May ,  Rajeev Suri as the President and CEO of Nokia.
He also chairs the Nokia Group Leadership Team.
ADDITIONAL COMPENSATION FOR CHAIRMAN OF THE BOARD
RISTO SIILASMAA DUE TO HIS INTERIM CEO ROLE
As a result of entering into the Sale of D&S Business, Risto
Siilasmaa assumed additional responsibilities as interim CEO
from September , , through April ,  in addition to
his role as the Chairman of the Board of Nokia. As compensa-
tion for these additional responsibilities, he received a total
amount of EUR  . In order to reinforce the alignment of
his interests with those of shareholders, % of this amount
was delivered to him in Nokia shares bought on the open mar-
ket. The remaining % was paid in cash, most of which was
used to cover the estimated associated taxes. In recognition of
Mr. Siilasmaa performance in his role as interim CEO, the Board
of Directors approved on January , , an additional award
of   Nokia shares (gross, i.e. deducted by applicable
taxes) to be purchased for Mr. Siilasmaa from the market dur-
ing an open insider window period. Mr. Siilasmaa is to retain
the net amount of shares delivered to him as stipulated for the
Board members.
EXECUTIVE AGREEMENT OF TIMO IHAMUOTILA DUE TO HIS
INTERIM PRESIDENT ROLE
Mr. Ihamuotila’s executive agreement covers his position as
Executive Vice President and Chief Financial Offi cer. In addition
to his responsibilities as Chief Financial Offi cer of Nokia, Timo
Ihamuotila assumed additional responsibilities as interim
President and Chairman of the Nokia Leadership Team, from
September , , through April , . In recognition
of these additional responsibilities, Mr. Ihamuotila received
EUR   paid in fi ve monthly installments of EUR  
each commencing in October . In addition, Mr. Ihamuotila
received an equity grant with an approximate aggregate grant
date value of EUR   in the form of stock options and re-
stricted shares. These grants are subject to the plans’ stand-
ard terms and conditions and vesting schedules as described
in the Equity-based incentive programs section below.
No changes were made to his compensation as a result of
his additional responsibilities as Interim President, other than
as described above. His annual base salary for  was EUR
 . His annual management incentive target under the
Nokia short-term cash incentive program is % of annual
base salary. He is eligible to participate in Nokia’s long-term
equity-based incentive programs according to Nokia policies
and guidelines and as determined by the Board of Directors.
Mr. Ihamuotila is also entitled to benefi ts in line with our poli-
cies applicable to the Nokia Group Leadership Team.
In case of termination by Nokia for reasons other than
cause, Mr. Ihamuotila is entitled to a severance payment of
up to  months of compensation inclusive of annual base
salary, annual management incentive at target and benefi ts.
Additionally, a pro-rated portion of all unvested performance
shares, restricted shares and stock options would have
been treated as vested until March , . On March,
, the Personnel Committee approved an amendment
to Mr.Ihamuotila’s executive agreement which replaced the
above described pro-rated vesting of unvested equity with a
full acceleration of unvested equity incentive grants awarded
as at March , . For equity grants awarded after March
, , neither the pro-rated vesting nor accelerated vesting
treatment will apply.
In case of termination by Nokia for cause, Mr. Ihamuotila will
not be entitled to any notice period or additional compensa-
tion and all his equity will be forfeited. In case of termination
by Mr. Ihamuotila for cause, he is entitled to a severance
payment equivalent of up to  months compensation inclu-
sive of annual base salary, annual management incentive at
target and benefi ts. In case of termination by Mr. Ihamuotila,
the notice period is six months and he is entitled to a payment
for such notice period inclusive of annual base salary, annual
management incentive at target and benefi ts for six months.
All unvested equity will be forfeited.
Mr. Ihamuotila is subject to a -month non-competition
obligation after termination of his contract. Unless the con-
tract is terminated by Nokia for cause, Mr. Ihamuotila may be
entitled to compensation during the non-competition period
or a part of it. Such compensation amounts to the annual base
salary and management incentive at target for the respective
period during which no severance payment is paid.
In the event of a change of control of Nokia, Mr. Ihamuotila
will be treated in accordance with his change of control agree-
ment as described below in “Employment arrangements with
the Nokia Group Leadership Team”.
SERVICE CONTRACT OF PRESIDENT AND CEO RAJEEV SURI,
EFFECTIVE FROM MAY 1, 2014
On April ,  the Nokia Board of Directors resolved to
appoint Mr. Rajeev Suri as Nokia’s President and CEO eff ec-
tive from May , . Pursuant to a new service contract
Mr.Suri’s annual base salary, which is subject to annual review
by the Board of Directors and confi rmation by the independ-
ent members of the Board, is EUR    and his incentive
target under the Nokia short-term cash incentive plan is %
of annual base salary. Mr. Suri is entitled to the customary ben-
efi ts in line with our policies applicable to the senior executives,
however, some of the benefi ts are being provided to him on a
tax assisted basis. Mr. Suri is also eligible to participate in Nokia
Group’s long-term equity based compensation programs in
accordance with Nokia policies and guidelines and as deter-
mined by the Board of Directors. In , Mr. Suri will receive an
annual Nokia equity grant of   Peformance Shares plus a
one-time discretionary grant of   Performance Shares.
Mr. Suri’s service contract may be terminated as follows:
■ Termination by Nokia for reasons other than cause. In the
event of a termination by Nokia for reasons other than
cause, Mr. Suri is entitled to a severance payment equaling
up to  months of compensation (including annual base sal-
ary, benefi ts, and target incentive), and his unvested equity
awards will be forfeited.
■ Termination by Nokia for cause. In the event of a termina-
tion by Nokia for cause, Mr. Suri is entitled to no additional
compensation and all his unvested equity awards will be
forfeited.